Terms and conditions
These General Terms and Conditions of Sale and Delivery (“Delivery Terms”) apply to all deliveries of products and/or services and consultancy (“Products”) from Hans Buch A/S (“Company”) to any customer (“Buyer”). The Delivery Terms are applicable unless otherwise expressly agreed in writing between the Company and the Buyer. The Company is not bound by terms presented or used by the Buyer unless such terms are accepted in writing by the Company.
1. Order Conclusion
An agreement between the Company and the Buyer is only concluded when the Company has sent a written, including electronic, order confirmation or the Company has dispatched the Products covered by the order. Offers from the Company that do not specify a particular acceptance deadline lapse if a corresponding written acceptance from the Buyer is not in the Company’s possession within 30 days from the offer’s issuance. Changes to or additions to an original agreement are not binding on the Company without prior written confirmation from the Company.
2. Delivery and Transfer of Risk
The Products are delivered Ex Works (Incoterms 2020) Albertslund or another location notified by the Company. If it is agreed that the Company will assist the Buyer with transportation, all costs associated with the transportation are borne by the Buyer, and the transportation is at the Buyer’s risk. The Company may charge a separate fee for this assistance. In the absence of information from the Buyer about the mode of transport, the Company may dispatch the Products to the Buyer by a transport method chosen by the Company.
3. Delay
The delivery date is only valid if the Buyer has been pre-approved for credit by the Company, when prepayment has been received in the Company’s bank account on time, or a letter of credit or other agreed security has been received on time.
Except for any delay caused by the United Kingdom’s (UK’s) withdrawal from the EU (“Brexit”), see more below, the Buyer may, if the Company does not deliver on time, demand delivery in writing and set a final, reasonable deadline for this. This deadline cannot be less than 4 weeks for standard goods and not less than 6 weeks for goods specially manufactured for the Buyer or goods not normally stocked by the Company. If delivery does not occur within this deadline, the Buyer is entitled to cancel the purchase and demand any prepayment returned. Furthermore, the Company is not liable to the Buyer for delays.
The Company shall not be liable for delays caused by Brexit, including but not limited to delays arising from customs or other mandatory administrative procedures.
4. Prices
Prices for Products are exclusive of VAT and/or other taxes. Any order must be at least DKK 1,000.00 (excluding VAT and other taxes). Exempt from this are orders in the webshop.
The Company shall not be liable for any taxes, duties, customs, fees, etc. (collectively referred to as “Taxes”) introduced after the Company’s order confirmation and relating to the production, storage, sale, transport, or use of the Products. Such Taxes shall be paid solely by the Buyer. The aforementioned also applies to any introduction/increase of Taxes in the event of Brexit.
If the price for the Products is quoted by the Company in foreign currency (other than DKK and EUR), the price shall be based on the exchange rate used by the European Central Bank (ECB) on the day of the price quotation (“Base Rate”). The Buyer is responsible for fluctuations in the exchange rate. If the exchange rate varies by more than +/-2% compared to the Base Rate, the Company reserves the right to adjust the quoted price to neutralize the fluctuation. Any adjustment shall be based on the development of the ECB’s daily exchange rate compared to the Base Rate. The Buyer will be informed in writing of the adjustment.
5. Packaging
Packaging is not included in the agreed prices and is not reimbursed upon return (packaging is only taken back if agreed).
6. Payment Terms
Payment must be made no later than 14 days from the invoice date. From the due date, interest on arrears of 2% per month is charged. If credit insurance cannot be obtained for the Buyer on usual terms or if the Buyer’s creditworthiness deteriorates after the agreement is concluded, the Company may require prepayment before delivery. The Buyer is not entitled to offset any claims the Buyer believes to have against the Company that are not acknowledged in writing by the Company and is also not entitled to withhold any part of the purchase price due to such counterclaims.
7. Retention of Title
The Company retains ownership of the sold goods until the entire purchase price, including interest and any costs, is paid. The Buyer is not entitled to make dispositions that impair the Company’s retention of title.
8. Product Information
Any product information – whether originating from the Company or one of the Company’s subcontractors or other business partners – including information on weight, dimensions, capacity, or other technical data in catalogs, descriptions, brochures, advertisements, etc., is considered indicative and is only binding to the extent the Company expressly states this in offers and/or order confirmations. Specific requirements or instructions from the Buyer are only binding to the extent they are accepted in writing by the Company.
9. Changes
The Company reserves the right to make changes to its Products without notice and to deliver Products in newer or alternative versions, provided these do not significantly deviate from the agreed technical specifications, form, or function.
10. Drawings and Other Technical Documents
All drawings and other technical documents concerning Products or their manufacture, which are handed over from one party to the other before or after the conclusion of the agreement, belong to the party that provided them. Received drawings as well as other technical documents or other technical information may not be used for any purpose other than that agreed between the parties without the written consent of the party that provided them. Without the consent of the providing party, such drawings, technical documents, or other technical information may not be copied, reproduced, transferred, or disclosed to third parties, including uploaded to the internet.
11. Defects
The Company undertakes, at its own discretion, to repair or replace Products that were defective at the time of delivery due to manufacturing, construction, or material defects, provided the Buyer notifies the Company in writing within twelve (12) months from the Product’s delivery, but no later than 8 days after the defect has appeared, or the Buyer should have discovered the defect, including during the usual inspection of the Products, which must take place upon delivery and receipt. For parts that are replaced or repaired, the Company assumes the same obligations as apply to the original material for the remaining period of 12 months from the delivery of the original (total) Product. If the Buyer does not notify the Company in writing of a defect within the deadlines specified in this section, the Buyer forfeits the right to make claims due to the defect.
The Company’s liability only covers defects that arise under the assumed and/or usual working conditions and under correct use of the material. The liability does not cover defects caused by circumstances arising after the risk has passed to the Buyer. The liability does not, for example, cover defects due to inadequate maintenance and/or repair, incorrect assembly, and changes made without the Company’s written consent. Finally, the liability does not cover normal wear and tear. To the extent a Product is custom-made according to the Buyer’s instructions, the Company assumes no liability for any defects in the form of design errors, design flaws, lack of function, or other conditions attributable to the Buyer’s instructions.
In the event of defect claims, the Buyer must, by prior agreement with the Company, send the Product to the Company with a delivery note indicating the return number and the alleged defect. Freight and insurance are paid by the Buyer. Returns without a return number are rejected, and the goods are returned at the Buyer’s expense. The Product must be returned without attached parts. If the Company’s investigation shows that the Product is not defective, the Product is returned at the Buyer’s expense and risk (the Company may choose instead to inform the Buyer that the Product can be picked up at the Company). In such a case, the Buyer is also obliged to cover reasonable expenses for the Company’s investigation of the Product. If the Product is defective, the Company sends the repaired Product or a replacement product to the Buyer at the Company’s expense and risk and takes over replaced parts or the defective Product. If the Company deems it appropriate, the Company is entitled to perform the repair of the Product at the delivery location specified by the Buyer. If, due to the Buyer’s circumstances, special expertise is required to disassemble the Product from other machines, the Buyer is obliged to cover the costs thereof.
If the Product is located elsewhere than the Buyer’s normal place of business, the Buyer is obliged to cover the necessary costs resulting from this situation. If the Company, after reasonable efforts, is unable to obtain an identical Product for replacement, the Company is entitled to deliver a similar Product, provided it does not significantly differ from the agreed technical specifications, form, or function.
The Buyer cannot make any other claims or remedies than replacement or repair. Any claim for compensation or reimbursement, either directly or indirectly, due to defects in the Product is irrelevant to the Company.
If the costs of repair or replacement of a Product exceed the original purchase price of the Product, the Company is entitled to instead refund the paid purchase price against the simultaneous return of the Product.
12. Product Liability
The Buyer shall indemnify the Company to the extent that the Company is held liable to third parties for such damage and loss for which the Company is not liable to the Buyer under this section, and the Buyer is also obliged to be sued or co-defendant in the court handling the claim against the Company. The Company is – unless product liability follows from mandatory legislation – not liable for damage caused by the Company’s Products: a) to real estate or personal property, which occurs while the Product is in the Buyer’s possession, b) to products manufactured by the Buyer, or to products in which these are included.
The mentioned limitations in the Company’s liability do not apply if the Company has been guilty of gross negligence. If a third party makes a claim against one of the parties for liability under this section, that party must immediately notify the other party.
13. Consequential Damages/Indirect Loss
The Company is not liable to the Buyer for any form of consequential damages or indirect loss, including but not limited to operational loss, production interruption, lost profits, loss of goodwill, or loss of data.
14. Complaints
Claims regarding defects, delays, product liability, or other claims for compensation must be submitted in writing to the Company without undue delay and in accordance with these terms.
15. Force Majeure
The Company is entitled to cancel orders or postpone agreed delivery of Products and is otherwise free from liability for any missing, defective, or delayed delivery that is wholly or partly due to circumstances beyond the Company’s reasonable control, such as riots, disturbances, war, terrorism, fire, public regulations including orders and recommendations (including quarantine or other restrictions on the freedom of movement of persons), strike, lockout, slowdown, lack of means of transport, shortage of goods, illness (including epidemics, pandemics, outbreaks of infectious diseases, and any other health crisis). All of the Buyer’s remedies are suspended or lapse in such cases. The Buyer can neither in the event of cancellation nor postponed execution claim damages or make any other claim against the Company.
16. Company’s Advice
To the extent the Company provides advice to the Buyer, separately or in connection with the sale of other services, the Company can only be held liable for the Buyer’s potential loss if gross negligence is demonstrated. The Company is not liable for any form of consequential damages or indirect loss, including but not limited to operational loss, production interruption, lost profits, loss of goodwill, or loss of data.
If the Company provides advice for a separate fee, the Company’s liability for the advice can never exceed the fee received by the Company. If advice is provided incidentally without a separate fee in connection with a Product purchased by the Buyer, the Company’s liability can never exceed the Product’s purchase price.
17. Disputes
Any disputes between the parties arising from or related to a delivery governed by the Delivery Terms shall be resolved under Danish law, excluding Danish conflict of law rules. Any dispute that cannot be resolved amicably shall be settled by arbitration at the Danish Institute of Arbitration in Copenhagen according to the rules adopted by the Institute, which are in force at the time of the arbitration proceedings. The Company may decide that this should be done according to the Institute’s Rules for Simplified Arbitration. Non-payment of the Company’s invoices may be collected (and otherwise pursued in the ordinary courts) if the claim is undisputed or concerns an amount of up to DKK 100,000 (ex. VAT).
18. WHEN PURCHASING VIA THE WEBSHOP
The Buyer acknowledges and accepts that Hans Buch A/S will charge the specified amount via Nets. If the Buyer has a discount agreement with Hans Buch A/S, Hans Buch A/S will only charge the lower amount according to the agreement with the Buyer via Nets.
Terms apply equally to all customer groups, including payment card customers and credit/invoice customers.
19. Reservation for Changes
The Company reserves the right to change and update the Delivery Terms, which are published on the Company’s website.
Hans Buch A/S August 2021
